REG - XP Power Ltd - PrimaryBid Retail Offer

XP PowerAnnouncement

06/11/2023 16:45

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RNS Number : 5385S  XP Power Limited  06 November 2023

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF ARTICLE 7 OF
THE MARKET ABUSE REGULATION (EU) 596/2014 (WHICH FORMS PART OF DOMESTIC UK LAW
PURSUANT TO THE EUROPEAN UNION (WITHDRAWAL) ACT 2018 ("UK MAR").

THIS ANNOUNCEMENT IS FOR INFORMATIONAL PURPOSES ONLY, AND DOES NOT CONSTITUTE
OR FORM PART OF ANY OFFER OR INVITATION TO SELL OR ISSUE, OR ANY SOLICITATION
OF AN OFFER TO PURCHASE OR SUBSCRIBE FOR, ANY SECURITIES OF XP POWER LIMITED.

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN OR INTO, OR TO ANY PERSON
LOCATED OR RESIDENT IN, ANY JURISDICTION WHERE IT IS UNLAWFUL TO RELEASE,
PUBLISH OR DISTRIBUTE THIS ANNOUNCEMENT.

THIS ANNOUNCEMENT AMOUNTS TO A FINANCIAL PROMOTION FOR THE PURPOSES OF SECTION
21 OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 ("FSMA") AND HAS BEEN
APPROVED BY PRIMARYBID LIMITED WHICH IS AUTHORISED AND REGULATED BY THE
FINANCIAL CONDUCT AUTHORITY (FRN 779021).

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART IN OR INTO
THE UNITED STATES, CANADA, JAPAN, SINGAPORE OR SOUTH AFRICA.

6 November 2023

 

XP Power Limited

("XP Power" or the "Company")

PrimaryBid Retail Offer

●    XP Power announces a conditional offer for subscription of up to
£1.5 million of new Ordinary Shares via PrimaryBid
(https://primarybid.com/uk/investors) ;

●    The Offer Price for the new Ordinary Shares is 1150 pence per new
Ordinary Share, representing a premium of 6.1 per cent. to the closing
mid-price of the Company's existing Ordinary Shares on 3 November 2023;

●    Investors can access the Retail Offer through PrimaryBid's website
(https://app.primarybid.com/?utm_source=rns&utm_medium=referral&utm_campaign=Amsterdam)
and on PrimaryBid's app
(https://primarybid.com/uk/get-the-app/?utm_source=rns&utm_medium=referral&utm_campaign=Amsterdam)
;

●    Investors may also be able to take part through PrimaryBid's
extensive network of retail brokers, wealth managers and investment platforms,
(subject to such partners' participation), which includes AJ Bell, Hargreaves
Lansdown and interactive investor;

●    Applications for new Ordinary Shares through these partners can be
made from tax efficient savings vehicles such as ISAs or SIPPs, as well as
General Investment Accounts (GIAs);

●    The Retail Offer is available to both existing shareholders and new
investors;

●    The new Ordinary Shares to be issued pursuant to the Retail Offer
and the Placing will be sold at the Offer Price;

●    There is a minimum subscription of £250 per investor in the Retail
Offer;

●    No commission will be charged by PrimaryBid on applications to the
Retail Offer.

 

Retail Offer

XP Power (LON:XPP), the developer and manufacturer of critical power control
solutions for the Industrial Technology, Healthcare and Semiconductor
Manufacturing Equipment sectors, is pleased to announce, a conditional offer
for subscription of new ordinary shares of 1 pence each in the capital of the
Company ("Ordinary Shares") via PrimaryBid (the "Retail Offer") at an issue
price of 1150 pence per new Ordinary Share (the "Offer Price"), being a
premium of 6.1 per cent to the closing mid-price of the Company's existing
Ordinary Shares on 3 November 2023.

The Company is also conducting a placing of new Ordinary Shares at the Offer
Price by way of an accelerated bookbuilding process to raise £43.9 million
(the "Placing") as announced earlier today.

The Retail Offer is conditional on the new Ordinary Shares to be issued
pursuant to the Retail Offer and the Placing being admitted to the premium
listing segment of the Official List of the Financial Conduct Authority and
admitted to trading on the main market for listed securities of London Stock
Exchange plc ("Admission"). Admission is expected to take place at 8.00 a.m.
on 9 November 2023. The Retail Offer will not be completed without the Placing
also being completed.

The net proceeds of the Placing and Retail Offer will be used to reduce net
debt, improve the Company's liquidity position, refinance capital investments
and continue to invest in key areas including R&D.

Reason for the Retail Offer

While the Placing has been structured as a non-pre-emptive offer within the
Company's existing authorities from shareholders for non-pre-emptive offers so
as to minimise cost and time to completion, the Company values its retail
investor base and is therefore pleased to provide retail investors with the
opportunity to participate in the Retail Offer in line with the Pre-Emption
Group guidelines.

Existing shareholders and new investors can access the Retail Offer through
PrimaryBid's website
(https://app.primarybid.com/?utm_source=rns&utm_medium=referral&utm_campaign=Amsterdam)
and on PrimaryBid's app
(https://primarybid.com/uk/get-the-app/?utm_source=rns&utm_medium=referral&utm_campaign=Amsterdam)
. The PrimaryBid app is available on the UK Apple App Store and Google Play
Store.

Investors can also participate through PrimaryBid's extensive partner network
of investment platforms, retail brokers and wealth managers, subject to such
partners' participation. Participating partners include:

·      AJ Bell;

·      Hargreaves Lansdown; and

·      interactive investor.

Applications for new Ordinary Shares through participating partners can be
made from tax efficient savings vehicles such as ISAs or SIPPs, as well as
GIAs. Some partners may only accept applications from existing shareholders.

After consideration of the various options available to it, the Company
believes that the separate Retail Offer is in the best interests of
shareholders, as well as wider stakeholders in the Company.

The Retail Offer will open to investors resident and physically located in the
United Kingdom following the release of this Announcement. The Retail Offer is
expected to close at 9 p.m. on 6 November 2023 and may close early if it is
oversubscribed.

There is a minimum subscription amount of £250 per investor in the Retail
Offer.

The Company reserves the right to scale back any order at its discretion. The
Company and PrimaryBid reserve the right to reject any application for
subscription under the Retail Offer without giving any reason for such
rejection.

Investors who apply for new Ordinary Shares through PrimaryBid's website or
PrimaryBid's app will not be charged any fee or commission by PrimaryBid. It
is vital to note that once an application for new Ordinary Shares has been
made and accepted via PrimaryBid, that application cannot be withdrawn.

Investors wishing to apply for new Ordinary Shares through their investment
platform, retail broker or wealth manager using their ISA, SIPP or GIA should
contact them for details of their terms and conditions, process and any
relevant fees or charges.

The new Ordinary Shares to be issued pursuant to the Retail Offer will be
issued free of all liens, charges and encumbrances and will, when issued and
fully paid, rank pari passu in all respects with the new Ordinary Shares to
be issued pursuant to the Placing and the Company's existing Ordinary Shares.

For further information on PrimaryBid, the Retail Offer or for a copy of the
terms and conditions (including the procedure for application and payment for
new Ordinary Shares) that apply to registered users of PrimaryBid in addition
to the terms and conditions set out in this Announcement,
visit www.PrimaryBid.com
(https://app.primarybid.com/?utm_source=rns&utm_medium=referral&utm_campaign=Amsterdam)
or email PrimaryBid at enquiries@primarybid.com
(http://enquiries@primarybid.com) .

Brokers wishing to offer their customers access to the Retail Offer and future
PrimaryBid transactions, should contact partners@primarybid.com
(http://partners@primarybid.com) .

Enquiries

 XP Power Limited                          +44 (0)118 984 5515

 Gavin Griggs, Chief Executive Officer

 Matt Webb, Chief Financial Officer

 PrimaryBid Limited                        enquiries@primarybid.com

 Gilles Ohana/James Deal

 Citigate Dewe Rogerson, PR adviser        +44 (0)20 7638 9571

 Kevin Smith/ Lucy Gibbs

Important notices

It is a term of the Retail Offer that the aggregate value of the new Ordinary
Shares available for subscription at the Issue Price does not exceed £1.5
million (the "Maximum Subscription Amount"). The Maximum Subscription Amount
may be increased at the sole and absolute discretion of the Company, subject
to applicable law and regulation. Any such increase will be notified by way of
an announcement through a Regulatory Information Service.

The Retail Offer is offered under the exemptions from the need for a
prospectus allowed under the FCA's Prospectus Regulation Rules. As such, there
is no need for publication of a prospectus pursuant to the Prospectus
Regulation Rules, or for approval of the same by the Financial Conduct
Authority (as competent authority under Regulation (EU) 2017/1129 as it forms
part of retained EU law as defined in the European Union (Withdrawal) Act
2018).

The Retail Offer is not being made into the United States, Australia, Canada,
the Republic of South Africa, Japan, Singapore or any other jurisdiction where
it would be unlawful to do so.

This Announcement is not for publication or distribution, directly or
indirectly, in or into the United States of America. This Announcement is not
an offer of securities for sale into the United States. The securities
referred to herein have not been and will not be registered under the U.S.
Securities Act of 1933, as amended, and may not be offered or sold in the
United States, except pursuant to an applicable exemption from registration.
No public offering of securities is being made in the United States.

This Announcement and the information contained herein, is restricted and is
not for publication, release or distribution, directly or indirectly, in whole
or in part, in or into Australia, Canada, the Republic of South Africa, Japan,
Singapore or any other jurisdiction in which such publication, release or
distribution would be unlawful.  Further, this Announcement is for
information purposes only and is not an offer of securities in any
jurisdiction.

Investors should make their own investigations into the merits of an
investment in the Company. Nothing in this Announcement amounts to a
recommendation to invest in the Company or amounts to investment, taxation or
legal advice.

It should be noted that a subscription for new Ordinary Shares and investment
in the Company carries a number of risks. Investors should consider the risk
factors set out on www.PrimaryBid.com (https://primarybid.com/uk/risk-warning)
and the PrimaryBid app before making a decision to subscribe for new Ordinary
Shares. Investors should take independent advice from a person experienced in
advising on investment in securities such as the new Ordinary Shares if they
are in any doubt.

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